Orrick, Herrington & Sutcliffe
12 Experts
7 Contributions by Orrick, Herrington & Sutcliffe
PRACTICE NOTES
Connect
Connect is the online platform for applications and notifications. Since 1 October 2014, the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) have used Connect, which superseded the former Online Notification and Application System (ONA). The FCA administers the Connect platform, yet it is employed by both the FCA and PRA. Submissions are directed to the appropriate regulator and, for firms that are dual-regulated, the PRA leads on processing those submissions within the system accordingly...
Financial Services
PRACTICE NOTES
Chapter 16 Annex 16A of the Financial Conduct Authority (FCA) Handbook's Supervision Manual (FCA SUP 16, Annex 16A)
Annex 16A in Chapter 16 of the FCA Handbook’s Supervision Manual (FCA SUP 16, Annex 16A) describes the standing data kept by the regulators for every authorised firm. This information covers:
the firm’s registered name and any trading names
registered office and main place of business
website address
complaints contact and complaints officer
the name and email address of the principal compliance contact
information about the firm on the Financial Services Register
name and address of the firm’s auditor
accounting reference date
details of any locum used
The FCA and PRA use this standing data to:
ensure a firm is provided with the correct regulatory return when reporting electronically
communicate with the firm
form the basis for
Financial Services
PRACTICE NOTES
Starting the process of translating policy to legislation
At European level, the creation and application of rules by supranational institutions is directed by the Lamfalussy process. It was crafted by the 'Committee of Wise Men' on the Regulation of European Securities Markets (the Lamfalussy Committee) and set out in its final report of 15 February 2001. The four-level Lamfalussy framework is presented in diagrammatic form in Appendix 1, while Levels 1 and 2 receive fuller treatment in Appendices 2 and 3. It is, nevertheless, vital to keep in view who constitutes the component parts of each of the supranational bodies in question. Understanding their roles and membership remains a constant consideration throughout.
European Parliament
The European Parliament is the European Union's directly elected parliamentary body. Its members (MEPs) are chosen by the citizens of every member state. Together with the Council of the European Union (the
EU Law
PRACTICE NOTES
In the UK, particular relationships and close ties held by firms may sway how a business is managed, shape consumer outcomes, and hinder effective regulatory oversight. Consequently, the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA) exercise specific powers over close links to ensure financial services firms can be adequately supervised. A key impetus for the regime is curbing financial crime and market abuse...
The UK close links regime
This Practice Note outlines the UK close links regime, highlighting the threshold conditions that authorised firms with close links must meet so that they remain capable of effective supervision by the FCA and PRA, as well as the expectation that firms keep the FCA and/or PRA apprised of their close links on a continuing basis...
The concept of ‘close links’ derives from Directive 95/26/EC (the Post-BCCI Directive), introduced to lessen the dangers stemming from a lack of
Financial Services
PRACTICE NOTES
After the Financial Services Act 2012 amended the Financial Services and Markets Act 2000 (FSMA 2000), the Financial Services Authority was wound up and its remit divided between the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA). The Financial Services and Markets Act 2000 (PRA-regulated Activities Order) 2013, SI 2013/556, sets out which activities fall within PRA regulation. As a result, the PRA oversees authorisation and prudential supervision of firms undertaking PRA-regulated business. Firms authorised by the PRA are dual-regulated, being additionally supervised by the FCA for conduct matters. Firms authorised by the FCA alone are subject only to FCA oversight for both prudential and conduct requirements. For more detail, refer to FCA and PRA authorisation under Part 4A of FSMA 2000. Both FCA- and PRA-authorised firms are required to report to the FCA and/or the PRA, as
Financial Services
PRACTICE NOTES
The Foreign Account Tax Compliance Act (FATCA) rests on three core pillars:
heightened due diligence
wider information reporting
a possible withholding tax on US‑source payments
FATCA’s primary aim is to secure information on offshore accounts owned by US persons, thereby imposing extensive disclosure and reporting obligations on foreign financial institutions (FFIs) and other overseas entities. A significant concern identified by the Internal Revenue Service (IRS) is the use of foreign corporations to hold assets abroad, which contributes to under‑reporting of income by US taxpayers.
This Practice Note addresses:
what a non‑financial foreign entity (NFFE) is
what an excepted NFFE is
what foreign financial institution (FFI) agreements are
what an intergovernmental agreement (IGA) is
the overarching reporting and due diligence duties under an IGA
For analysis of the expansive definition of an FFI for FATCA purposes, and the
Tax
CHECKLISTS
Part XII of the Financial Services and Markets Act 2000 (FSMA 2000)
Under Part XII of FSMA 2000, controllers and prospective controllers must obtain approval from the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) before acquiring or increasing control in a UK authorised firm, and must notify the relevant regulator when reducing or ceasing control in a firm. The FCA and PRA also require UK authorised firms to notify them when a person reduces or no longer has control in the firm. This Checklist outlines the practical steps that controllers and proposed controllers should consider when acquiring or increasing, or disposing of or decreasing, control. For more detail on the change of control regime, see the following Practice Notes:
FSMA 2000 controllers regime—key concepts
Obligations of controllers—acquiring and increasing control
Obligations of
Financial Services
2 Contributions by Orrick, Herrington & Sutcliffe Experts
PRACTICE NOTES
An Introduction to Oil & Gas Sales and Trading
States grant businesses the right to search for and extract hydrocarbons (crude oil and natural gas) within a specified area under a concession. Those holding the concession commonly set out their mutual duties and rights for activities under that concession by agreeing a joint operating agreement (JOA). Where exploration, appraisal, development and production succeed, crude oil and natural gas are brought to the surface. For further detail on JOAs and concession arrangements, see Practice Notes: The purpose and the principles of the joint operating agreement and Understanding upstream petroleum agreements—concessions, production sharing contracts and service contracts. For more on the AIEN (formerly known as the AIPN) Joint Operating Agreement, consult the textbook: The AIPN Joint Operating Agreement: A Practical Guide.
Physical v Non-physical (or Virtual) Sales and Trading
A JOA will usually expressly exclude the
Energy
PRACTICE NOTES
This Practice Note considers when lending to employees or directors, and employee share schemes, might fall within the UK consumer credit regime, and the ramifications for a firm where its arrangements are not excluded...
Regulated activities–general
The Consumer Credit Act 1974 (CCA 1974), the Financial Services and Markets Act 2000 (FSMA 2000) and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO) should be taken into account by firms that provide loans to their directors or employees.
This is because, in particular circumstances described in more detail below, a firm may be undertaking a ‘regulated activity’ as defined in RAO, SI 2001/544.
Entering into a regulated credit agreement as lender
Credit broking
Debt adjusting
Debt counselling
Debt collecting
Debt administration
Providing credit information services
Providing credit
Financial Services
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